Ursula
by Silverrainraven
Summary: Ever wonder why Ursula is so evil? What made her the way she is? Read on to discover Ursula before Ariel made her appearance.


**_Ursula_**

"_Five drops Ursula! I said five!" _her Grams shrilled at her.

Poof* Ursula looked down into the pot that she had been concocting a potion in.

_Completely ruined._ Now her Grams would have to search high and low for the rare

ingredient needed for this, and so many of their workings.

"I...I'm so sorry, Grams…" Ursula managed to squeak out. The look of utter

disappointment on her Grams' face quickly melted away. She had a soft spot for her

Granddaughter. They had been through a lot together. What with her parents

tragedy…all they had was each other. She sighed, "It's ok Ursy, we'll manage."

The potion was meant for the new Queen, who was having horrible nightmares.

The reward would be a generous one if her Gram produced it. Ursula bowed her

head and swam through their dark cave, her tentacles weaving behind her.

"I'm going to go find you some of that thorny flower, Grams. It's my fault the potion

is ruined. I can at least do that without messing up."

Two baby eels swam quickly after Ursula.

Ursula had found the eels two weeks ago, trapped in an old shipwreck beyond the

border. She was not permitted beyond the Kingdom limits, but Ursula was too

adventurous. She could not ignore her curiosity. The babies – who she named

Flotsam and Jetsam, followed her home after she set them free; they seemed to think

she was their mother. They swam, searching for the thorny flower. Where…? she

thought. Then something caught Ursula's eye from above the watery depths. Again,

curiosity got the better of her. Forgetting for the moment, her mission, she swam

upwards. A ship. Hmm.

Maybe just a _quick_ look…Ursula thought. Flotsam and Jetsam in tow, she floated up

to the side of the ship. She could hear voices, but not loudly enough to know what

they were saying. Humans interested Ursula, their world was so very different

from her own. There was a whole other world out there for her to explore!

While Ursula was daydreaming of humans in their world, she did not notice the

young man leaning over the side.

William Trotson II could not believe his eyes!

Out there, in the middle of the ocean, was a woman. A beautiful woman, at that!

She had long flowing golden locks and bright green innocent eyes. Her beauty was

such that it made him catch his breath. The sun was setting, so the water was

darker than it was earlier, making it hard to see through the murky depths. But he

was sure he could see the shadow of tentacles! Ahh. Brushing the absurd thought

aside, he blinked hard. This must be an illusion. Like being stranded in the desert

too long. Mirage. Yes! A mirage is exactly what she is! He chortled to himself.

The mirage moved suddenly at the sound, and was now staring up at him. She

gasped and froze. A human had seen her! Ursula's mind raced as she stared up at

the dangerously handsome man above. She could feel her eels gently flicking her

tentacles, sensing the danger. As she started to turn away, the man shouted, "Wait!"

She slowly turned, peeking up at him through the locks that had fallen slightly

across her eyes. "Who are you?" was all he could manage… Not, how did you get

here? Or, where is your ship?

"Ursula" and then she descended slowly, so he wouldn't see her flowing tentacles.

Humans did not know that Mer-people, and the like, existed. "That would be a

tragedy in itself" her Grams always said. Why, Grams never explained, and now that

Ursula had seen one up close…she wondered why, exactly? What a site it was too!

Her heart still fluttered from the encounter. Ursula was still deep in thought when

she reached the bottom. Reality hit her-Grams! The thorny flower she was

supposed to be searching for would be harder to find, as now, the sun was dimming.

Oh, no! She franticly looked around. Then she remembered her friend Clammy had

recently found a cluster and had farmed them for herself. She used them for her

prickly bed. Surely I can strike a deal for a few! Ursula quickly headed towards

Clammy's coral reef. She was resting, as always. Clammy was a bit of a lazy bone,

but a good friend to Ursula. "Clammy?" she whispered, and Clammy rustled in her

bed, "I'm so sorry to bother you, but I need to ask a favor of you. Would you care to

make a trade with me?" Ursula asked hopefully.

"Oooh, a trade! I do so love a good trade!" Clammy yawned lazily as her shell

glittered in the fading light.

"Well, you see, I would be in need of some thorny flowers for Grams potions. I have

that lovely pearl you've been admiring." Ursula finished in a singsong voice.

"Oh, it took me so long to find this cluster, and it is such a lovely bed…but your

pearl is so beautiful." Clammy was distraught, clearly wanting both.

Ursula thought for a moment. "What if I give you the pearl for the flowers now, and

then farm more of them for you. I will search first thing tomorrow, but I need them

tonight." Clammy lit up, "Now that's a trade! Oh, all right, I suppose I can do without

for one night!" Ursula gleamed "Thank you! Oh, thank you Clammy!" She quickly

gathered what she needed, then, waving behind her, "Thank you, my friend!"

Clammy chuckled after her, "Silly girl" she said fondly. Then she fell back into a

somewhat less comfortable sleep, dreaming of the shiny pearl she was promised.

Ursula scurried back home as fast as she could. "Grams! I have it! I have the thorny

flower!" Her excitement did not last, as Grams was not looking in the least pleased.

In fact, she looked troubled as she studied Ursula from behind the wooden work

bench they used for potion making.

"You've been to the top…and seen by a human, at that!" Grams voice trembled in

fear. "Why, Ursula, after all of my warnings would you do such a thing?"

"How…?" Ursula stuttered. But then she remembered seeing Morton, the mer-horse

lurking around their cave when she left in search of the flowers. "Morton. Hmmph."

She muttered. "I was only curious Grams, and they don't seem as dangerous as

you've said…"

Grams floated up to her Granddaughter. "Ursula, man and their world may be

tempting, but theirs' is a world far different than our own. They hunt fish and the

like. Whatever they can find, and they eat them! What do you imagine they would

do to you if they caught you?" Tears sprung up in her eyes, and she turned away.

"You can't go back up there Ursy, I can't lose you too…" she whispered.

Flooded with remorse, Ursula turned her Grams back to face her and wrapped her

arms around her. "Oh Grams! I'm so sorry. You're right, of course. I promise never to

stray to the top again!"

Grams relaxed slightly in her arms. She sniffed and pulled away slowly. "Well, let's

see about this potion then." They set to work and Grams added the ingredients this

time. Before long, they had the Peaceful Nights potion ready for the new Queen.

They did indeed receive a handsome reward, and their fame grew throughout the

Kingdom. Any malady or sickness, even lovesickness, the sea folk had, they came to

Grams.

Ursula was a quick study, drowning herself in the study of the craft. She could not

dismiss the face that she longed to see once more.

Two years passed as Ursula and Grams lived comfortably. Then winter struck

something fierce, and Grams died, leaving Ursula alone, except for Flotsam and

Jetsam.

One day, not long after, Ursula and Clammy were near the border, searching for

more of the rare flower.

"Ursula! Clammy screamed, "Look out!" A big metal thing, called an an-core, she

remembered, slammed into the ground where Ursula had only a moment ago been.

Her eels shook in fright. She looked up but could see nothing but the endless line of

chain. "Are you ok?! Ursula?" Clammy squeaked.

"Hmm? …Oh, yes…yes, I'm ok," she shook her head slightly and smiled at

Clammy, "close call, it was."

Clammy grumbled on the way home about humans and their dangerous things. She

was secretly sorer about not finding any thorny flowers, Ursula knew. "We'll

look again tomorrow; on the North Face, Clammy. I'm sure we'll find some there."

Ursula consoled.

After Ursula, Flotsam, and Jetsam left her friend, they started back home. She was

now having a fight with her conscious. _ You promised! _Said the voice that sounded

eerily like Grams. She shoved away the thought as she peered upwards. The eels

moved excitedly; they knew what she was thinking. She often talked to them about

the humans. One in particular. Hesitatingly, she started upwards. Flotsam, as quick

as lightening, swam directly in front of her as if to stop her. Jetsam tugged gently but

insistently. _Don't go! _They pleaded with their eyes. She brushed them aside lovingly,

"Oh stop, just having a look. I won't be seen again." She swam faster, with more

determination now.

It was a different boat…disappointment flooded through her. Then she heard him.

He was laughing, and her head shot back up. "Say what you will! I will find the girl

I've been dreaming about! She's out here somewhere, I can feel it…" And then he

leaned over the side, looking across the ocean. "If my coordinates are correct…" he

caught the quick movement as Ursula made to hide in front of the boat. Her heart

pounded. _He's been dreaming of me! _She thought wistfully. I can't let him see me

like this! "…I'll be back." She whispered, and swan as fast as she could back home.

At last! It took no time at all to find what she was looking for. The potion she

was planning was a shape-shifting one. It would only last until she set foot back into

the water. Once she did, she would return to her true form. If she did not return,

after a period, the next blue moon, to be exact, she would remain human forever.

Ah, but she was in love! It was a risk she was willing to take. Was it not worth it?

Her babies, as she fondly called them, looked at her sadly. "Don't worry, I'll visit you

both often!" she said soothingly, "Clammy will look after you…I'll always be near,

Poopsies!" She gave them each a peck. "But you must understand that I cannot

touch the ocean again until have sealed my human form…" They could feel the truth

in her voice, but were still not happy.

"Well," she said, as she finished up with the last ingredient, "it's now or never!" she

poured the contents in the vial of the seashell necklace she always wore. Ursula

swam back to the ship. Without another thought, she drank of the potion and

winced at the bitter taste. At first, nothing happened. Then – she started to sink!

"Ahh! Oh my! Please! Help!" She managed as she flailed around with her arms. She

was sure she had forgotten to swim! She felt as if her tentacles stopped working,

or…she looked down. Legs! She didn't know how to use them yet! _So stupid!_ She

thought. Then a hand clasped onto her. _A warm, human hand! _He was hanging down

from a rope ladder he had thrown over the side when he'd heard her scream. It was

the man she had been dreaming of, here to rescue her. "Hold on!" He pulled her up

swiftly, and climbed to the top. His crew stared wide-eyed and open-mouthed as he

set her gently onto the ship's deck. He ordered a blanket as he kneeled in front of

her. When the dumbfounded men didn't respond, he barked, "Now!" They all

scrambled, and one of the men tossed one over. As he offered her modesty, she

blushed, _oh my! _She had forgotten clothing!

Shivering, she whispered, "Thank you…" At that moment, they were lost in each

others' eyes, and both knew it was eternal.

Three months passed, their story told over a thousand times across the land,

by then. The townspeople spoke of the beauty their prince had miraculously found.

The King was not so pleased. His son was supposed to marry Trinity, the Princess of

Northington. He had struck a deal with her father. Sure, she was not the beauty

Ursula was, but she was royalty! Not only that, but now that his son would

stubbornly marry only Ursula, he would lose the land and gold promised him by

King Farland. He scowled once more, deepening the already thick lines that creased

his forehead. _I cannot allow this to happen!_ He thought to himself. There was

something funny about her. Where was her ship? How did she wind up in the middle

of the ocean? And even if she did impossibly swim there, she had lost that ability

completely, once she reached the ship. William said she was simply too tired to

swim any longer. _Bah! Absurd!_ How did she appear there a second time? Also, the

girl was absolutely terrified to go back into the water, or anywhere near it, for that

matter.

The King paced in the courtyard, sending a bird frantically flying out of the

way. "_I_ will find out…" he muttered.

He needed to find out. Now.

Ursula was happier than she'd ever been, and so in love! William had asked her to

marry him as soon as they'd set shore. She hesitated only a second, for this would

mean remaining human forever. She sat down and took the small hand mirror

out of the vanity, in her room.

The potion had managed to work, but in her haste, she had forgotten one simple

ingredient. The mirror masking powder. If anyone were to gaze upon her reflection

in a mirror, they would see her in her true form! She could not let that happen.

When the blue moon passed, she wouldn't have to worry. She would be fully human

then. It was only twelve nights away, but she couldn't wait for it to transform her

completely. Ursula asked the William to have all of the mirrors removed. She only

wanted to gaze upon him, and no mirrors for her to waste time on herself. He

laughed and told her she was being modest, but he did so anyway. He wanted to

please his bride-to be.

All but one room. The King allowed his son's silly order's, but refused his own to be

taken away.

_That was okay_, she thought then, _I have no reason to be in the King's_

_room anyway._

Ursula pinned her hair up and put the small mirror back into the vanity. She left the

room to find her prince.

No mirrors, indeed. The King's plan was a curious one. He still didn't know what

would come of it, but he didn't believe Ursula was _that_ modest.

"Ursula, darling?" William walked up to her in the garden, where she spent her time

most mornings.

"Hmm?" she turned to gaze upon her love. He shifted nervously. "Father wants to

see us in his chambers. He says he...uh…has a wedding gift he wants to give us now."

Ursula thought that sounded odd. Wedding gifts were presented at the wedding,

that was more than two weeks from now. She certainly didn't want to anger her

soon-be Father-in-law. She sighed. "All right, dear." She took his hand and he led her

into the castle.

They stood at the entrance to his father's chambers'. "Father? We're here." William

said, matter-of factly. The two had a feud recently over the King's ruined plans for

his son to marry the Princess of Northington. The King was outraged that William

had lost him the land and gold, and spoke of Ursula with disdain. "She's not even

royalty!" he had scoffed. William had then retorted, "I am not yours to use as

bartering chips, Father! And Ursula is royalty to me. More precious than any I've

ever known" That was two nights ago and Father and Son had not spoken much

since. William was still understandably sore with his father.

"Please, do come in." The King said, friendlier than he'd ever sounded.

Suspicious, Ursula walked in and stood next to William.

The King cleared his throat. "Well, as it has become clear my son fully intends to

marry you…I have come to the conclusion that I will have to accept it. I am sorry,

my dear, for seeming so frightening towards you these past few months."

Ursula could only bow slightly, accepting his apology gracefully.

The King cleared his throat once more…"Ahh, well, yes, with that said. I have a

wedding present made especially for the both of you. It is somewhat of a two-sided

gift." He walked to the middle of his chambers where there stood a tall frame,

covered. "Please, if you would do the honors, Ursula?" the King asked. "The first part

is yours." He was fidgeting and sweating more than usual, Ursula noted. She linked

her arm through Williams and together they strode towards the covered thing.

Ursula gently pulled the cover off. She gasped. Before her was the most beautiful

painting. It was of her and William in his ship, gazing off into the sunset behind the

Painter. The ocean went on for miles beyond the pair, and you could see the

reflection of the setting sun upon it.

Tears sprang up in her eyes. "Oh your majesty, I cannot thank you enough! It's so

beautiful! I shall treasure it forever."

The King hesitated…"Ah, but I may regret the second, which is my present to my

Dear son, William. I offer you truth! Do with it what you will" As fast as he could, he

walked up and flipped the painting right over…To reveal a full-length mirror!

Ursula's reflection showed her tentacles, poking out from beneath her beautiful

gown. The Prince and the King sucked in a deep breath at the sight.

"I knew it!" his Father screeched and stumbled backwards. William looked at the

mirror again, and then back to Ursula. Why…why have you never told me?" he

whispered. Ursula looked down. "Because I couldn't stand to lose you…I knew you

could never love me in my true form. I will leave tonight my love…for I will always

love you…" Ursula's eyes welled up once more with tears, this time not with joy, and

turned away.

"No." William said forcibly. She swung around, hopefully. "I love you Ursula. I love

you for all that you are, whatever you are!"

Ursula half-smiled, half-whimpered with joy. So many emotions were coursing

through her. "Oh, William!"

That was when the King came barreling towards her, sword in hand, "Monster!" he

shrieked. William shoved her aside and mistakenly took her place instead of shifting

the other way. The blade tore through him.

"Noooo!" Ursula wailed in agony. She quickly moved to him and fell to her knees by

his side. Tears were streaming down her cheeks as she laid her head on his chest.

Behind her, the King trembled, "Dear God, what have I done?!" The King dropped the

sword with a _Clang! _And screamed out "Nurse! Get my nurse now!"

Ursula's tears formed a shallow puddle on her fallen Prince's chest as his labored

breathing slowed…

"I'll…always…. love…" a deep breath escaped his lips and his eyes fluttered in

finality.

"No, no, no! You can't leave me! William!" she cried.

The King sat upon his knees, rocking back and forth, as if he'd gone mad.

Ursula looked upon him. "You took him away from me. My only love, you took him

away, you…you selfish, old man! I shall have my revenge…" Ursula growled, pointing

a finger at him, trembling in rage. "I shall!"

She turned and ran. Ran from the Castle, and from the promise of a beautiful life that

was now crushed. Ran from her dead Prince, and his selfish father, the King.

She ran until she found the ocean. She ran through the crashing waves and dove in.

She swam as hard and as fast as she could with just her arms, until she could feel her

tentacles form properly and then swam even faster. _As it should be. _She thought

bitterly. Ursula swam back home. Back to her babies…back to her cave where she

would plot revenge on the old King. He would suffer as she had suffered.

Flotsam, Jetsam and Clammy were thrilled to see Ursula again, but something had

changed about her. No longer did she have the innocent sweetness about her.

Something evil seemed to have formed deep in her soul.

About a week later, Ursula received news from the traveling fish that the King went

mad. He died of heartsickness and guilt only two days after Prince William. Ursula

should have been happy, but this only angered her more. She wanted her revenge!

"And that, dear Ariel, is why we don't go to the top." King Triton finished,

gazing at his ever-curious daughter, more than a little worried. But that is a story for

another day.


End file.
